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10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any
action taken by or on behalf of the corporation, including any action taken by the incorporator,
the board of directors, a committee of the board of directors, an officer or agent of the
corporation or the stockholders. (2) "Date of the defective corporate action" means
the date (or the approximate date, if the exact date is unknown) the defective corporate action
was purported to have been taken. (3) "Defective corporate action" means (i) any
corporate action purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or voidable due to
a failure of authorization, and (ii) an overissue. (4) "Failure of authorization"
means the failure to authorize, approve, or otherwise effect a corporate action in compliance
with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate
resolution,...
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10A-2A-6.01
Section 10A-2A-6.01 Authorized stock. (a) The certificate of incorporation must set forth any
classes of stock and series of stock within a class, and the number of shares of stock of
each class and series, that the corporation is authorized to issue. If more than one class
or series of stock is authorized, the certificate of incorporation must prescribe a distinguishing
designation for each class or series and, before the issuance of stock of a class or series,
describe the terms, including the preferences, rights, and limitations, of that class or series.
Except to the extent varied as permitted by this section, all shares of stock of a class or
series must have terms, including preferences, rights, and limitations, that are identical
with those of other shares of stock of the same class or series. (b) The certificate of incorporation
must authorize: (1) one or more classes or series of stock that together have full voting
rights, and (2) one or more classes or series of stock (which...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.01.htm - 3K - Match Info - Similar pages
24-1A-6
carrying out its corporate purposes and powers. (b) Sources of Payment. Bonds issued by the
authority shall be payable solely out of revenues or property of the authority specified in
the resolutions authorizing the issuance of such bonds. To the extent permitted by any contracts
with the holders of outstanding bonds and any other contractual obligations or requirements,
the authority may pledge any, or all, of its revenues or mortgages or assign any, or all,
of its assets (whether real or personal and whether tangible or intangible) to secure
the payment of any of its bonds. Revenues and property out of which bonds may be payable shall
include, without limitation: (1) Payments of principal, interest, premiums and penalties in
respect to mortgage loans, loans to mortgage lenders, mortgages and mortgaged property; (2)
Proceeds referable to the foreclosure of mortgages or otherwise realized, by any and all means,
upon any mortgaged property; (3) Payments made in redemption of the equity...
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41-16A-5
contract, (ii) in the event the governmental entity shall fail to return the subject property
to the grantor party as described in clause (i), the grantor party shall have the right to
take possession of the subject property, (iii) in taking possession of the subject property,
a grantor party may proceed without judicial process if this can be done without breach of
the peace or may proceed by action, and/or (iv) without removal, the grantor party may render
subject property constituting personal property or fixtures unusable and may dispose
of the same on the governmental entity's premises. (b) If an alternative financing contract
contains the terms contained in subdivision (a)(11) hereof, such alternative financing contract
shall be deemed to obligate the governmental entity thereunder only for those sums payable
during the then current fiscal year of such governmental entity, including in the case of
a renewable alternative financing contract for those sums payable in the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-16A-5.htm - 12K - Match Info - Similar pages
5-19-19
Section 5-19-19 Liabilities of creditor making excess finance charge; failure to obtain license;
damages for deliberate violation or reckless disregard; written notice of violations; oral
statements not admissible; fiduciary duty not created. (a)(1)(i) Any creditor charging a finance
charge in excess of the amount authorized herein, except as specified in subdivision (2),
shall forfeit debtor's actual economic damages not to exceed the finance charge, and shall
refund to the debtor such amount of the actual economic damages, which may be done by reducing
the amount of the debtor's obligation. If the debtor is entitled to a refund and the creditor
refuses to refund within a reasonable time, not to exceed 60 days, after written demand, including
the filing of a legal action, the debtor shall recover a penalty of five times the amount
of the actual economic damages not to exceed the finance charge, but in any event not less
than one hundred dollars ($100). Provided, however, as to any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-19-19.htm - 7K - Match Info - Similar pages
10A-2A-2.02
addresses of the individuals who are to serve as the initial directors; (2) provisions not
inconsistent with law regarding: (i) the purpose or purposes for which the corporation is
organized; (ii) managing the business and regulating the affairs of the corporation; (iii)
defining, limiting, and regulating the powers of the corporation, its board of directors,
and stockholders; (iv) a par value for authorized stock or classes of stock; or (v) subject
to subsection (f), a provision imposing personal liability for the debts of the corporation
on its stockholders to a specified extent and upon specified conditions; otherwise, the stockholders
of a corporation shall not be personally liable for the payment of the corporation's debts,
except as they may be liable by reason of their own conduct or acts; (3) any provision that
under this chapter is permitted to be set forth in the certificate of incorporation or required
or permitted to be set forth in the bylaws; (4) a provision eliminating...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.02.htm - 4K - Match Info - Similar pages
10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting;
rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1,
2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited
liability company is vested in its members. Subject to any provisions in the operating agreement
or this chapter restricting or enlarging the management rights and duties of any person or
group or class of persons, the members shall have the right and authority to manage the business
or affairs of the limited liability company and to make all decisions with respect thereto.
(b) If the certificate of formation vests management of the limited liability company in one
or more managers, then the managers shall have the power to manage the business or affairs
of the limited liability company as provided in the operating agreement. Except as otherwise
provided in the operating agreement, the managers: (1) Shall be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.01.htm - 3K - Match Info - Similar pages
11-50-314
(whether or not such system or systems were in existence and whether or not such system or
systems were privately owned prior to acquisition by such corporation and whether such system
or systems are located within or without or partly within and partly without the limits of
the municipality which authorized the organization of such corporation or within the limits
of another municipality) and to receive, acquire, take, and hold, whether by purchase, gift,
lease, devise, or otherwise, real, personal, and mixed property of any nature whatsoever
that its board of directors may deem a necessary or convenient part of such system or systems;
(5) To borrow money for any corporate function, use, or purpose and to issue in evidence of
the borrowing interest-bearing bonds payable solely from the revenues derived from the operation
of any one or more of its systems (regardless of the system or systems for the benefit of
or with respect to which such borrowing may be made); (6) To pledge for...
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11-50-524
grant to a power or powers of the same class or classes as those enumerated: (1) To have succession
by its corporate name perpetually unless dissolved and unless a shorter period of time shall
be specified in the certificate; (2) To sue and be sued and to prosecute and defend; (3) To
have and to use a corporate seal and to alter the same at will; (4) To acquire by purchase
or lease and to operate, maintain, extend, and improve any utility within the power district,
including any real and personal properties and any contract and franchise rights in
connection therewith, provided that it shall not do any such acts in any territory served
by an existing utility without the consent of such existing utility; (5) To acquire by purchase
the entire stock of any private corporation owning and operating a utility within the power
district, but only as a step in the acquisition of title to such utility, and any such private
corporation shall be dissolved immediately upon acquisition of such...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-524.htm - 5K - Match Info - Similar pages
10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder is entitled
to dissent from, and obtain payment of the fair value of his or her shares in the event of,
any of the following corporate actions: (1) Consummation of a plan of merger to which the
corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03
or the articles of incorporation and the shareholder is entitled to vote on the merger or
(ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04;
(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation
whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation
of a sale or exchange by all, or substantially all, of the property of the corporation other
than in the usual and regular course of...
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